Common use of Amendments to the Asset Purchase Agreement Clause in Contracts

Amendments to the Asset Purchase Agreement. The Asset Purchase Agreement is amended as follows: a. Section 2.1(b)(ii) of the Asset Purchase Agreement is hereby deleted in its entirety b. The following new Section 2.1(c) shall be added to the Asset Purchase Agreement. 2.1 (c) On the effective date of the Purchaser’s initial public offering (the “IPO”) any portion of the $2,000,000 of consideration set forth above in this Section 2.1 that has not yet been paid, either pursuant to a development milestone or a financing milestone, shall be payable by the issuance by the Purchaser to the Seller of the same securities issued to investors in the IPO (the “Securities”), such number of Securities to be equal to (i) the difference between $1,800,000 and the milestone payments set forth in the chart above already paid to Seller and/or payments made to Seller as a result of any licensing or partnering revenue pursuant to Section 2.1(b)(i), divided by (ii) 60% of the per share or per unit IPO price with fractional shares or units being rounded down. For example, if no additional milestone or finance payments are made prior to the effective date of the IPO and the IPO price is $5.00 per share then the Seller will be issued 600,000 shares. The issuance of such Securities shall be upon the terms and subject to the conditions applicable to the IPO and the Purchaser’s Certificate of Incorporation and Bylaws, as may be amended and/or restated, and/or other governing documents, as determined by the Purchaser and its investors in their sole discretion. Seller hereby agrees to execute and deliver to the Purchaser any transaction documents requested by the Purchaser, with customary representations and warranties and transfer restrictions (including the underwriter’s lock-up agreement in connection with the IPO).” The issuance shall be automatic without any further action required of either Purchaser or Seller. Upon issuance of such units or shares, the Purchaser shall have no further payment obligations pursuant to Section 2.1 of the Asset Purchase Agreement.”